The
Baileys celebrate his brother's marriage in a family reunion at the Bailey
house that evening. After a family photograph is taken outside the Bailey
home, everyone moves inside except George and Uncle Billy. When Uncle Billy
staggers down the street, George is left alone outside. He looks back through
the porch screen door, noticing his mother, Harry, and Ruth getting acquainted.
Having a smoke while he paces around the walk a bit, George hears the distant
sound of a departing train whistle and abruptly looks up. Earlier he had
said it was one of his three most exciting sounds. The sound symbolizes
his hopes and dreams fading away forever. Noticing his travel brochures
sticking out of his coat pocket, he discards them in disgust. Now that
his brother is happily married, his sweet-natured mother (Beulah Bondi)
tells George that local girl Mary Hatch has just returned to town after
finishing college and he should call on her: "Nice girl, Mary...she lights
up like a firefly whenever you're around."

After leaving the party at his home, he decides to go downtown,
avoiding walking by Mary's house. On a downtown street with many bystanders,
he runs into Violet who is willing to be his date. She wonders about his
bookwormish tendencies. He suggests an imaginative plan for the evening,
spinning another poetic, wild fantasy about fleeing from society into Mt.
Bedford to take off their shoes, walk in the grass barefooted, swim in
the falls, and climb high up to watch the sun rise: "There'll be a terrific scandal..." Violet
is scared off and amazed that he would ask her to do something so impossible
and uncomfortable. She believes George is a bit crazy and the townspeople
publicly ridicule him and laugh in amusement.

He continues to wander through town and ends up half-intentionally
passing by the front of Mary's house. After inviting him in from an upstairs
window, and George mutters to himself: "I went for a walk, that's all," he
finds himself in an uncomfortable encounter - conned into being an unwilling
suitor by his match-making mother. (She had called earlier to alert her
and announce his arrival.) Before he enters and joins her in the parlor,
Mary has already changed into a lovely dress and fixed her hair. She has
also prepared a nostalgic reunion for the two of them, recalling their
walk together four years earlier and showing a romantic interest. She has
remained true to her youthful vow whispered in the drug store.

In the parlor, she prominently props up and displays a hand-sewn
needlepoint portrait titled "George Lassos the Moon" depicting a cartoon figure throwing
a cowboy's lasso around the moon and pulling it toward earth, and she plays
a recording of "Buffalo Gals" on the phonograph player. He saunters disdainfully
up the front walk as she waits at the door, expressing his reluctance: "I
didn't tell anybody I was comin' over here, ya know." Unthinkingly, he asks
why she didn't go back to New York like her friends Sam and Angie. To his
consternation, she explains how she was homesick for Bedford Falls after working
in New York for a few vacations. With a surly, rude, and belligerent attitude,
he notices her portrait in the parlor and calls it "some joke, huh." Noticing
that he is discontented about everything, Mary attempts to suggest a topic
of conversation by bringing up an exploratory question on his feelings about
marriage.

Mary's meddlesome mother interrupts their already-strained
conversation, asking: "George Bailey? What's he want?" To aggravate her mother, Mary exaggerates
what they're doing: "He's making violent love to me, mother." She encourages
her daughter to send George on his way, because she expects a phone call from
potential fiancee Sam Wainwright in New York. After arguing and yelling at
each other, George storms off: "I don't know why I came here in the first
place."

Upset over their awkward encounter and faded dreams, Mary
smashes the record of "Buffalo Gals." Exhausted after trying to be loving and patient with George,
Mary answers the phone and speaks to Sam - with his familiar "Hee Haw" greeting.
Because George has momentarily returned to retrieve his forgotten hat, she
is able to let George know that mutual friend Sam is on the phone, making
George slightly jealous. Sam asks Mary if he could speak to George Bailey
- "an old friend." She disobeys her mother's wishes by sharing the phone
with George.

The phone conversation sequence has some of the most unforgettable moments
of the film. They share the same earpiece extension, listening and talking
on the same phone. Although the doorway to the parlor slices through the frame,
symbolizing the distance between the two of them, they are squeezed together.
George is very conscious of her being close to him, and resists his close
proximity to her. He is romantically attracted and cannot deny that he loves
her, but such an admission would mean remaining in Bedford Falls, where he
has been forced to stay against his will and give up his other dreams.

In a long closeup of them ear to ear, they listen to Sam
who asks if George is stealing his gal. Mary is unable to go to a different
extension, because her mother listens in on the upstairs extension. Sam
offers George a 'get-rich-quick' job in his new business, telling him of
the bright future in plastics. But Sam wonders if George is available,
cheerfully mocking him: "I may have a
job for you, that is, unless you're still married to that broken-down building
and loan. Ha, ha, ha. It's the biggest thing since radio and I'm lettin' you
in on the ground floor." All the while, George squirms and tries to contain
himself, standing so close that he can smell Mary's hair.

Sam tells Mary to encourage George with the offer:

Will you tell that guy I'm giving him the chance of a lifetime?
You hear - the chance of a lifetime.

She looks upward at him and with her lips almost on his lips reinforces what
Sam has said in a whisper, but she is almost unable to say the words:

He says it's the chance of a lifetime.

The phone suddenly drops to the floor, and instead of grabbing and embracing
Mary with a kiss, George holds her fiercely by the shoulders and violently
starts shaking her, passionately protesting that he doesn't want to get married:

Now, you listen to me! I don't want any plastics, and I don't
want any ground floors, and I don't want to get married - ever - to anyone!
You understand that? I want to do what I want to do. And you're...and you're...

Then he runs out of words. She responds by crying helplessly, silently,
and then George all of a sudden reverses himself and pulls Mary to himself
in a fierce embrace. George overcomes his resistance to her and starts to
kiss her, passionately, all over her face, holding her intensely. Their undeclared
love for each other overwhelms both of them. Mary's mother turns from her
eavesdropping on the stairway, running away shocked.

After a quick cut, the next scene is in the hallway of the Bailey house
and the sound of the Wedding March. Mary and George appear at the top of the
stairs in traveling clothes - married! At long last, they are about to embark
on a honeymoon trip as a married couple, to be taken by Ernie's taxi to the
train station. Ernie presents them with a gift of a bottle of champagne sent
over by Bert the cop, relating Bert's good wishes. They kiss in the back seat,
and show Ernie a wad of bills that they plan to use for a post-wedding trip
to New York and Bermuda. The start of their honeymoon is dampened by rain
- as they look through the rain-spattered rear taxi window, they notice something
funny going on at the bank. The worried townspeople race toward the town's
bank and to the Building and Loan to withdraw all their funds - in a bank
run that will threaten the town's financial security.

Despite Mary's pleading with George to not interrupt their
trip, George gets out of the taxi. Once again, George cannot leave his
townspeople in a time of crisis. In the rain, he hurries to the Building
and Loan. Echoing earlier shots in the film, Mary, in another expressively
effective close-up, looks out the rain-streaked cab window as he dashes
off. He finds the iron gate on the doors has been locked, creating a mob
scene outside on the street. George unlocks the gate, unleashing the torrent
of citizens into the association's lobby, where he finds Uncle Billy calming
his nerves with a swig of alcohol. Billy proclaims in an agitated manner: "This is a pickle, George. This is
a pickle." The crisis has obviously been fomented by Potter - the bank had
called in their loan and Billy, in a panic, handed over all their cash and
closed the loan company. George is flabbergasted: "Holy Mackeral." They have
very little cash left on hand to distribute to all the townspeople who demand
to withdraw their money immediately.

Meanwhile, Potter has already seized control of the bank
during the crisis, and calls George to disingenuously help him during the
crisis. Potter suggests that George tell the people to bring their shares
to him and he will pay 50 cents on the dollar. Faced with tremendous pressure
and confusion, George looks at the portrait of his father and a motto on
the wall for courage: "All
you can take with you is that which you've given away." He realizes he must
appeal to the crowd to allay their fears. George appeals to the townspeople
to understand that things aren't as black as they appear, just as sirens scream
by outside. He explains to his depositors that they are all in this together
- that their money is tied up in their neighbors' houses as an investment.
Without the Building and Loan, they would all be at the mercy of Potter, who
cares little for them, and would offer cash for their shares at half-price
during the panic. George pleads with the people to not sell their shares to
Potter at half their value: "Don't you see what's happening? Potter isn't
selling. Potter's buying!"

Mary holds up the money that belongs to them, offering their
$2,000 in honeymoon money to bolster the dwindling assets and satisfy the
depositors, to tide them over until the bank reopens in a week. George
sacrifices and throws away his last chance to leave Bedford Falls. The
townspeople, although still fearful, trust in George's honesty and agree
to withdraw only what they need to last the week. The fourth person in
line meekly asks for $17.50. George leans over the counter and kisses the
woman on the cheek, in gratitude. At the end of the day when the building
and loan closes at 6 pm and they are left with only two dollars, George
toasts the successful halt of the bank run: "A toast!
A toast to Mama Dollar and to Papa Dollar..." George, Uncle Billy, Cousin
Eustace (Charles Williams), and Cousin Tilly (Mary Treen) joyfully prance
around the room, celebrating the survival of the Loan company.

Forgetting that it is his honeymoon day, George receives
an unexpected call from the newly-wed "Mrs. Bailey" and is informed that they have moved in at
320 Sycamore, the address of the old, abandoned and dilapidated Granville
place where he had earlier resolved to Mary that he would shake off the dust
of the town. Outside in the rain, Bert is sorting through travel posters to
provide decor and atmosphere for their honeymoon which must now be celebrated
in town. George is greeted at the door (with a sign "Bridal Suite") and ushered
in, discovering that Mary has improvised an imaginative honeymoon composed
of a romantic candlelight dinner in a house with a leaky ceiling and crumbling
plaster. The outside of the windows have been plastered with travel posters
to erase the reality that their trip to Bermuda was cancelled. The window
posters advertise sunny Florida and Hawaii, and a South Seas poster hangs
inside on the wall.

Standing in front of the beautifully-set dining table, with
a chicken rotating on a primitive spit in the fireplace (attached to a
rotating gramophone playing Hawaiian music), Mary sweetly greets him. While
they kiss, they are serenaded outdoors by Ernie and Bert. Emotionally sentimental,
Mary thinks back to her secret, silent wish years earlier while they embrace: "Remember the night
we broke the windows in this old house? This is what I wished for." Then,
when Bert and Ernie have finished their song, Ernie kisses Bert on the forehead.

George and Mary generously help one Italian family, the Martinis, move into
their new home in Bailey Park, where four-room frame houses have been constructed
for immigrant families. Mary and George offer a brief speech at the Martinis'
doorstep during a housewarming party, symbolically holding up a loaf of bread,
a bottle of wine, and a box of salt:

Bread - that this house may never know hunger.
Salt - that life may always have flavor.
Wine - that joy and prosperity may reign forever.

Over the years, George has built a housing development named
Bailey Park with dozens of pretty homes. Potter is told how George's establishment
threatens his own business, and he reacts with disgust: "The Bailey family's been a
boil on my neck long enough." George's generosity toward the local townspeople
makes prospects look dim and cash flow is low, but he is the best-liked man
in town. In a contrasting scene, George compares his life to that of friend
Sam Wainwright, a successful plastic business entrepreneur, who stops in
town in his fancy car on his way to a sunny Florida vacation with his wife.
Envious of Sam's success (wealth, glamour, and travel), George pauses with
Mary as Sam drives away, jams his hands in his pockets, and then kicks shut
the door of his own old car.

Unbelievably, George is summoned into Potter's office, congratulated for
beating him, and offered a job to manage Potter's affairs and run his properties
- with a starting salary of $20,000 a year. George drops his cigar in shock
- this would mean living in the nicest house in town, fine clothes for Mary,
business trips or vacations to New York, maybe even Europe. George wonders
about the fate of the Building and Loan, and then asks for 24 hours to think
it over. When he stands and shakes Potter's hand and is almost ready to accept,
he suddenly comes to his senses, realizing that he cannot do business with
Potter. He looks down at his hand, draws it away, stares at it, and then slowly
wipes it off on his clothing. George emphatically refuses the offer:

I don't need 24 hours. I don't have to talk to anybody. I know right
now, and the answer's no. No! Doggone it! You sit around here and you spin
your little webs and you think the whole world revolves around you and your
money! Well, it doesn't, Mr. Potter! In the, in the whole vast configuration
of things, I'd say you were nothing but a scurvy little spider!

George's words come back to haunt him in his memory, as
he enters his bedroom where Mary is sleeping. He glances at Mary's needlepoint
creation that hangs on the wall of their bedroom, and is once again flooded
with intense memories of his failed, imaginative bravado. Shameful and
full of self-reproach, he feels dismayed that he has never been able to
take Mary traveling for adventure and romance like he had always promised.
He had wanted to leave his small hometown and see the world, but instead
presides over his family-owned building and loan, always struggling with
his nose to the grindstone and never seeming to get ahead. He wonders why
Mary has remained so loyal to him. She surprises him by hinting: "I want my baby to look like you!" Comically, she uses the
metaphor of the needlepoint and announces that she is "on the nest" (pregnant
and soon to 'Hatch' their first child) and that "George Bailey lassos Stork!"

In a montage of George and Mary's passing years of life in Bedford Falls,
Angel Joseph brings Clarence up to date. A devoted wife and mother, Mary first
has a baby boy, and then a girl. She cares for the children and spends her
days making the Granville house into a home, painting and wallpapering walls.
George continues his daily struggle to keep the building and loan going, often
returning home late after work. [In the first of three instances in the film,
George grabs the railing post ball at the bottom of the stairs. It comes off
in his hands and he replaces it in its hole.]

During World War II on the homefront, Mary had two more
babies, but still found time to run the USO. Sam Wainwright makes a fortune
in plastic hoods for planes. Potter becomes head of the draft board. Mr.
Gower and Uncle Billy sell war bonds. Ernie, Bert, and George's brother
Harry go off to war. During the war effort, Harry is a navy fighter pilot
whose heroics save a transport ship full of soldiers. George is rejected
by the draft board as 4F due to his bad ear. On the homefront, he fights
the "battle of Bedford Falls," acting
as a whistle-blowing air raid warden (although he sputters into thin air
when he forgets to put the whistle in his mouth). He also leads the paper
and scrap-rubber drives.

On Christmas Eve in 1945, Harry is awarded the Congressional
Medal of Honor by the President at the White House. Harry's story is boldly
displayed on the front page of the Bedford Falls newspaper: "PRESIDENT DECORATES HARRY
BAILEY." That morning from Washington, Harry phones George in his office.
Harry's family and friends in Bedford Falls plan for a home-coming to celebrate
his native-son fame.

George's partner Uncle Billy is in the bank about to deposit
$8,000 in building and loan funds. Unfortunately, while gloating to Potter
about Harry's bravery in the war, he absent-mindedly and unknowingly wraps
the money in the newspaper he is holding, and passes it to Potter. In his
office, Potter discovers the money and keeps it for himself - obsessed
with the idea of owning the town and running the Baileys out of business.
Potter silently watches from his office's cracked door as Billy frantically
searches for the money. Returning to the loan company, Billy wildly searches
through piles of papers in his office. At the same time, Violet has come
to ask George for a loan to help her start her life over in New York. True
to his generous nature, George assists her after which she tells him: "I'm
glad I know you, George Bailey."

Behind the closed door of Uncle Billy's office, George hears
Billy's confession - that he has accidentally and carelessly lost the money.
George searches in the obvious places in the office, and then races through
the snow, hatless and coatless, retracing Uncle Billy's path in a vain
attempt to find the cash. He panics when he realizes Uncle Billy's stupidity,
becoming enraged with him and slapping him around: "Where's that money?
Do you realize what this means? It means bankruptcy and scandal and prison.
That's what it means. One of us is going to jail. Well, it's not gonna
be me!"